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Magnum Films & Adhesives

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Standard Terms and Conditions of Sale

1. Certain Definitions Used In This Document. The "Company" means Magnum Tapes and Films. "Purchaser" means the purchaser identified in the applicable document to which these Standard Terms and Conditions of Sate are attached, or comprise the reverse part (as applicable), irrespective of whether the document is an Invoice, Order Confirmation, Quotation, Statement, or other document (hereinafter, all references to such documents and to the Standard Terms and Conditions of Sale, collectively, shall be made by reference to the "Document"). "Goods" mean the goods, equipment, supplies and services supplied by the Company to Purchaser as described in this Document. "Purchaser" and the "Company" include the respective heirs, executors, personal representatives, successors and permitted assigns of each.

2. Terms are Exclusive. THIS DOCUMENT CONSTITUTES THE COMPLETE AND FINAL AGREEMENT OF PURCHASER AND THE COMPANY FOR THE GOODS. THIS DOCUMENT MAY NOT BE ADDED TO, MODIFIED OR SUPERSEDED EXCEPT IN A WRITING SIGNED BY AN EXECUTIVE OFFICER OF THE COMPANY, EVEN THOUGH OTHER TERMS MAY APPEAR ON PURCHASER'S DOCUMENTS (ALL OF WHICH ARE HEREBY OBJECTED TO BY THE COMPANY WITHOUT FURTHER NOTICE). THIS DOCUMENT IS EXPRESSLY CONDITIONAL UPON PURCHASER'S CONSENT TO ANY TERMS CONTAINED HEREIN THAT ARE ADDITIONAL TO OR DIFFERENT FROM THOSE CONTAINED IN PURCHASER'S DOCUMENTS. IF PURCHASER ACCEPTS ANY PERFORMANCE BY THE COMPANY, PURCHASER WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THIS DOCUMENT.

3. Price. Unless otherwise agreed, prices will be those set forth in the Company's pricing policies in effect at the time of tender of delivery. In the event Purchaser changes its order (if and when permitted by the Company), the Company may adjust prices accordingly. Unless otherwise stated, prices do not include applicable quotation fees, taxes, excises, duties or other governmental impositions which the Company may be required to pay or collect. Any such applicable taxes, etc., will be paid by Purchaser. Further, unless otherwise stated, all permits, licenses, or authorizations necessary for the installation or use of the Goods will be obtained by Purchaser at its sole expense. IF THIS DOCUMENT IS A QUOTATION, THE TERMS AND PRICES QUOTED (IF ANY) WILL BE FIRM ONLY IF ACCEPTED BY PURCHASER WITHIN 30 DAYS OF THE DATE OF THE QUOTATION.

4. Payment, Collection Measures, and Security Interests. Unless otherwise agreed, payment will be 1.0% 10, net 30 days. Payment terms and conditions are subject to change in the Company's discretion. If Purchaser does not pay in accordance with the payment terms, the Company reserves the right to charge Purchaser 1.50% per month, or the maximum rate permitted by law, on the unpaid balance until paid in full. In the event that Purchaser fails to make payment in accordance with the terms set forth in this Document, the Company is authorized by Purchaser to employ alternative collection measures to obtain payment from Purchaser of past due amounts. Purchaser further agrees that any costs, expenses and fees (including but not limited to attorneys' fees) incurred by the Company in attempting to collect such past due amounts owed by the Company shall be added to the past due amount owed, and shall be paid by Purchaser to the Company. The Company reserves, and Purchaser hereby grants to the Company, a security interest in the Goods to secure Purchaser's payment of the purchase price and any other charges owed by Purchaser, and Purchaser agrees that the Company may (but is not obligated to) take appropriate actions to evidence and perfect such interest.

5. Freight. Unless otherwise agreed, the Goods will be delivered to Purchaser F.O.B.  Caldwell, Ohio. Any specified delivery date is approximate only. Title to the Goods will pass to Purchaser upon the Company's tender of delivery of the Goods. Risk of loss shall pass to purchaser upon pickup by carrier at Company’s dock, regardless of the freight payment terms. If the Goods are held by the Company subject to receiving instructions from Purchaser, the Company may invoice the Goods and Purchaser agrees to make payment in accordance with this Document. Goods invoiced and held at any location by the Company will be held at Purchaser's risk and the Company may charge for (but is not obligated to carry) insurance and storage. Purchaser will accept and pay for partial deliveries at contract prices and terms. When Purchaser has declared or manifested an intention not to accept delivery in accordance with this Document, no tender will be necessary but the Company may, at its option, give notice to Purchaser that the Company is ready and willing to deliver and such notice will constitute a valid tender of delivery. Delay in delivery does not entitle buyer to cancel order for any goods or to claim damages directly or indirectly attributable to such delay.

6. Excuse. The Company shall not be liable for failure to perform by reason of strikes, fires, floods, unavoidable accidents, wars, delays in transportation, acts of Gods, or other causes beyond its reasonable control. In connection with the foregoing, Purchaser acknowledges that delivery of the Goods is contingent upon the Company's ability to obtain supplies, raw materials and services through its regular and usual sources and thus, if for any reason beyond the Company's control, the Company is not able to meet anticipated deliveries, the Company will not be liable therefore and may postpone the delivery date(s) under this Document for a period of time which is reasonable under all circumstances.

7. Warranty and Exclusion of Warranties; Limitation of Remedies and Liabilities. The Company warrants only to Purchaser that at the time of delivery the Goods will conform (subject to variations acceptable within the industry) to the specifications set forth in this Document and be free from manufacturing defects. Published material and information concerning the Goods (including any such information in the Company's literature, brochures, advertisements and other publicly disseminated materials) are based upon research which the Company believes to be reliable, BUT SUCH MATERIAL AND INFORMATION DOES NOT CONSTITUTE A WARRANTY. Because of the variety of possible uses for the Goods and the continuing development of new uses, Purchaser should carefully consider the fitness and performance of the product for each intended use and Purchaser assumes all risks in connection with such uses. EXCEPT AS SET FORTH ABOVE, THE COMPANY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO WAIVER, ALTERATION, ADDITION OR MODICIATION OF THE FOREGOING SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF THE COMPANY. PURCHASER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER FOR ANY LIABILITY WITH RESPECT TO THE GOODS, WHETHER ANY CLAIM FOR RECOVERY IS BASED UPON OR ARISES OUT OF THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE, WILL BE REPAIR, REPLACEMENT OR CREDIT, AT THE COMPANY'S OPTION, AS LONG AS PURCHASER COMPLIES WITH THE REQUIREMENTS OF PARAGRAPH 8. IN NO EVENT WILL THE COMPANY BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE GOODS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUTNOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF OPPORTUNITIES ARISING OUT OF THIS SALE OF GOODS, EVEN IF THE COMPANY HAS BEEN ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.

8. Inspections and Acceptance of Claims. Purchaser acknowledges that Company inspects the products sold hereunder on a sampling basis only, and such inspections will be conducted in accordance with the Company’s standard practice of quality control. Additional inspection requirements may affect the price. Notwithstanding the foregoing, with respect to custom products, Purchaser assumes full responsibility for inspecting all custom products upon delivery. Each delivery of Goods will be inspected promptly by Purchaser for damage and defects. PURCHASER WILL NOTIFY THE COMPANY OF ALL CLAIMED DAMAGE OR DEFECTS WITHIN THIRTY (30) DAYS OF PURCHASER'S RECEIPT OF THE GOODS. If Purchaser fails to so inspect or notify the Company, Purchaser will be deemed to have accepted the Goods and to have waived any claim for damage or defect. If Purchaser inspects the Goods and notifies the Company within such period of its claim that the Goods are damaged or defective, the Company will review Purchaser's claim, and if the Company determines such claim to be valid, Purchaser and the Company will mutually agree on the timing of curing such damage or defect. Any remedy of Purchaser against the Company shall be barred unless notice is given in accordance with this provision. All actions by Purchaser for breach of warranty against the Company shall be brought within one (I) year after the cause of action thereon accrues.

9. Indemnification for Patent Infringement. Purchaser will defend, indemnify and hold the Company and its officers, employees, and agents harmless from and against any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys' fees) arising out of or in connection with any alleged infringement of any United States or other patent by Goods made specifically by the Company for Purchaser as long as: (a) the Company gives Purchaser prompt notice of any such claim, etc. and/or an opportunity to settle or defend it as Purchaser may see fit; and (b) the Company gives Purchaser its reasonable assistance in connection with the defense and/or settlement of such claim. The Company reserves the right to cancel Purchaser's order, without liability, if in the Company's opinion, the manufacture, sale or use of the Goods would infringe any patents.

10. General Indemnity. If Purchaser's employees, associates or agents are on or about the Company's premises or other property under the Company's control, or are working with or using property owned by or under the control of the Company, Purchaser will be responsible for their acts and omissions and agrees to indemnify and hold the Company and its officers, employees, and agents harmless from all liability of any nature for any claims or damages to property or injuries or death to persons arising out of their acts or omissions including, without limitation: (a) any claims arising from their failure to comply with applicable rates, regulations and directions governing security, maintenance and safety; (b) any claims against the Company by or on behalf of any of them for injury or otherwise; and/or (c) any claims against the Company resulting from Purchaser's failure to maintain workers' compensation or other public or private insurance with respect to any of them. The foregoing indemnity will also extend to, without limitation, claims asserted under the workers' compensation laws of the State of Ohio or any other jurisdiction and any consequential increased premium or contribution costs of or for securing workers' compensation insurance, whether public or private, and/or any consequential costs of or for the direct payment of any such workers' compensation benefits. Purchaser hereby expressly waives any statutory and/or constitutional immunity to which, but for this waiver, it might be entitled as an employer in compliance with the State of Ohio workers' compensation laws, or under any other employee benefit statute or similar laws of any jurisdiction, and hereby expressly waives any statutory right of subrogation set forth in Ohio Revised Code section 4123.931 or successor provision.

11. Compliance With Laws. The Company attempts to comply with all applicable laws, standards and specifications. However, the Company is not responsible for compliance with any laws, standards, or specifications applicable to the Goods, their delivery, use, handling, labeling, transportation or disposal, unless Purchaser had furnished specific written notice thereof prior to the Company's entry of the Purchaser's order. NOTWITHSTANDING THE FOREGOING, THE COMPANY CERTIFIES THAT THE GOODS WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7, AND 12 OF THE FAIR LABOR STANDARDS ACT, AS AMENDED, AND OF REGULATIONS AND ORDERS OF THE UNITED STATES DEPARTMENT OF LABOR UNDER SECTION 14 THEREOF.

12. Information Regarding The Goods. Purchaser acknowledges that it has received and is familiar with the Company's and any other manufacturer's labeling and literature concerning the Goods and will forward such information to its employees, agents, customers.

13. Permissible Variations. The Company has the right to make changes in the composition of the Goods which, in the Company's opinion, do not affect the general characteristics or properties of the Goods or are within applicable government or industry standards.

14. Cancellation. The Company may cancel or terminate all or part of the contract evidenced by this Document immediately if (a) Purchaser is materially delinquent on any of its obligations hereunder or under any other order or transaction with the Company; (b) Purchaser becomes insolvent; (c) a receiver under Title 11 U.S.C., as amended (the "Bankruptcy Code") is appointed for or on behalf of Purchaser, or a case under any chapter of the Bankruptcy Code is commenced for, by or against Purchaser; (d) Purchaser suspends or terminates business or makes an assignment for the benefit of creditors; (e) any guarantor of the obligations of Purchaser dies, becomes insolvent or any case under any chapter of the Bankruptcy Code is commenced for, by or against such guarantor; or (f) any event occurs, whether or not similar to the foregoing, which in the Company's good faith belief materially impairs the prospect of payment or performance by Purchaser. The Company's right to cancel or terminate may be exercised by the Company without liability.

15. Representation by Agent or Representatives. The terms of this Document will govern the liability and obligations of the Company in regard to the sale of Goods, whether the sale was procured directly by the Company or indirectly through an authorized sales representative. No agent, employee or representative of the Company has any authority to bind the Company to any additional or contrary terms. Unless a term is specifically included within this Document or is in a writing signed by an executive officer of the Company, it will not be enforceable by Purchaser or by any person claiming by or through Purchaser.

16. Confidentiality. Purchaser will not disclose or otherwise disseminate, directly or indirectly, any of the terms of this Document or any other information of the Company given to or received by Purchaser or its associates or agents, unless Purchaser received the Company's written permission or such information is required to be disclosed by law or becomes part of the public domain through no fault of Purchaser, its associates or agents.

17. Safety. Purchaser warrants that it will comply with all OSHA and other safety-related laws, regulations, standards and requirements which are applicable to the use of Goods and Purchaser's business.

18. Miscellaneous. Orders entered on the Company's books cannot he canceled or deferred except with the Company's written consent and upon terms that will indemnify the Company against loss. If any of the provisions of this Document are deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby. This Document and the contractual relationship between the Company and Purchaser shall be governed by and construed under the internal laws of the State of Ohio (without regard to Ohio conflicts of law principles), No right or interest in the contract arising from this Document may be assigned by Purchaser and no delegation of any obligation owed by Purchaser may be made without the prior written permission of the Company. The rights and remedies of the Company herein will be cumulative and additional to any other or further rights and remedies provided in law or equity. Waiver by the Company or Purchaser's performance, or inaction with respect to Purchaser's breach of any provision of this Document, or failure of the Company to enforce any provision of this Document (including, without limitation, the imposition of any finance charge), will not be deemed a waiver of future compliance therewith or a course of 7/9/2009 - 9053057.4 performance modifying such provision, and such provision will remain in full force and effect as written.

19. Custom Orders. Orders for nonstandard or custom products may only be revised or cancelled by the Purchaser prior to the commencement of production, and only with Company’s prior consent.  Any product which Company has the capability of producing but does not inventory is considered a nonstandard or custom product. Orders placed and accepted by the Company (all orders are subject to acceptance by Company’s corporate office) may not be changed or cancelled except upon terms that will fully compensate the Company against loss.  Orders for non-standard or custom products manufactured to purchaser’s specifications may be cancelled only prior to the commencement of manufacture and only to the extent that the Company is able to cancel orders for raw materials ordered for the manufacture of such products.  Purchaser shall be liable to the Company for the cost of such materials and all tooling and set-up costs.

20. Packaging. Standard packaging and packing methods selected by the Company will be used unless otherwise agreed in a writing signed by both parties.  Additional packaging and packing costs incurred at Purchaser’s request shall be payable by Purchaser and added to the applicable invoice.

IN ALL CASES CLERICAL ERRORS ARE SUBJECT TO CORRECTION